Severance Programs. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) honor all Employee Plans set forth in Section 3.18(a) of the Company Disclosure Letter in accordance with their terms as in effect immediately prior to the Effective Time, subject to any amendment or termination thereof that may be permitted by such Employee Plans and except as provided herein.
Severance Programs. For purposes of any Employee Plan set forth on Section 6.11(b) of the Company Disclosure Letter, the Closing shall be deemed to constitute a “change in control,” “change of control” or such similar term. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) honor all Employee Plans set forth on Section 3.18(a) of the Company Disclosure Letter (including the Company Severance Plan) in accordance with their terms as in effect immediately prior to the Effective Time, except as provided herein. Notwithstanding the foregoing, for the later of the duration of the Continuation Period or the remaining term of any individual employment, severance or separation agreement in effect immediately prior to the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), provide each Continuing Employee who suffers a termination of employment under circumstances that would have given the Continuing Employee a right to severance payments and benefits under the Company Group’s severance policy or individual employment, severance or separation agreement or other arrangement in effect immediately prior to the Effective Time, that are listed on Section 6.11(b) of the Company Disclosure Letter (each such listed arrangement, a “Company Severance Plan”) with severance payments and benefits no less favorable than those that would have been provided to such Continuing Employee under the applicable terms of the Company Severance Plan.
Severance Programs. The Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to) honor all Employee Plans set forth in Section 3.18(a) of the Company Disclosure Letter (including the Company Severance Plan) and the CIC Protection Agreements entered into in accordance with Section 5.2(i) in accordance with their terms as in effect immediately prior to the Effective Time, subject to any amendment or termination thereof that may be permitted by such Employee Plans and except as provided herein. Notwithstanding the foregoing, for the later of the duration of the Continuation Period or the remaining term of any individual employment, severance or separation agreement in effect immediately prior to the Effective Time, the Surviving Corporation and its Subsidiaries will (and Parent will cause the Surviving Corporation and its Subsidiaries to), provide each Continuing Employee who suffers a termination of employment under circumstances that would have given the Continuing Employee a right to severance payments and benefits under the Company Group’s severance policy or individual employment, severance or separation agreement or other arrangement in effect immediately prior to the Effective Time, that are listed on Section 6.11(b) of the Company Disclosure Letter and that have been provided to Parent prior to or as of the date hereof (each such listed arrangement, a “Company Severance Plan”) and which Company Severance Plans only apply to the Continuing Employees set forth on a spreadsheet previously provided to Parent on May 20, 2017 (the “Covered Severance Plan Employees”) with severance payments and benefits no less favorable than those that would have been provided to such Continuing Employee under the applicable terms of the Company Severance Plan.
Severance Programs. 5.10(b) Shareholder Approvals................................................................................ 3.5(a) Shareholders Meetings................................................................................ 5.1(c) Subsidiary........................................................................................... 2.2(a) Superior Acquisition Proposal........................................................................ 4.1
Severance Programs. Lexford has adopted three severance programs (the "Severance Programs"), all of which are specifically described in Schedule 2.15A to the Lexford Disclosure Letter. Schedule 2.15A to the Lexford Disclosure Letter also sets forth those officers and trustees (the "Lexford Schedule 2.15A Personnel") who may be offered a payment at the Effective Time pursuant to a Severance Program, as well as the amount of each such payment. The Surviving Trust shall maintain the Severance Programs in accordance with the terms thereof as of the date hereof. In no event shall Lexford amend, modify or alter in any manner any Severance Program or adopt or agree to any other severance programs, agreements or arrangements. Neither the Severance Programs nor any other term of this Agreement shall require the Surviving Trust to continue the employment of any employee of Lexford after the Effective Time. As a condition to receiving a payment under any Severance Program, each of the Lexford Schedule 2.15A Personnel and each other terminated employee shall execute and deliver to Lexford an agreement and release as described in or attached to Schedule 5.10 (a "Release"). Lexford hereby acknowledges that the terms of the Release provide that if the Lexford Schedule 2.15A Personnel executing such Release has entered into a Note, such Lexford Schedule 2.15A Personnel shall pay in full or secure all amounts due under such Note at the time payment is received pursuant to the Severance Programs with such security to equal or exceed 150% of the outstanding balance of the Note.
Severance Programs. In no event shall Grove amend, modify or alter in any manner any severance program or adopt or agree to any other programs, agreements or arrangements which would in any way alter the Section 2.15 Payments, as set forth in Schedule 2.15 of the Grove Disclosure Letter. No program, arrangement or agreement of Grove, or any term of this Agreement, shall require ERP to continue the employment of any employee of Grove after the Effective Time. As a condition to receiving a Section 2.15 Payment, each Section 2.15 Employee and each other terminated employee shall execute and deliver to Grove an agreement and release in the applicable form as attached to Schedule 2.15 to the Grove Disclosure Letter (a " Release"). The Section 2.15 Payments shall be satisfied immediately following the Company Merger Effective Time or as otherwise set forth in Schedule 2.15 to the Grove Disclosure Letter.
Severance Programs
